Nature of the Service
Changing the Articles of Association of a Public Benefit
of the Law
The Companies Law 5760-1999, Sections: 20, 15-24, 345a, 345b,
Required Documents and
- Minutes of Meeting of the
General Meeting regarding the Resolution to Change the Articles of
Company is entitled to change its Articles of Association by means of a General
Meeting resolution received by a majority of the eligible votes.
Minuets of Meeting should be signed in the original by two members of the Board
of Directors or by a sole member in the case of a sole director.
Minutes of Meeting will state the number of shareholders who were present at
the meeting and by what majority the resolution was received.
the provisions set in the Articles of Association regarding the designation of
assets during liquidation will be resolved at a General Meeting, after
receiving a detailed account from the Board of Directors of the assets
accumulated for its objectives prior to the requested change and the Company’s
undertakings in this respect.
Company must submit the Minutes of Meeting to the Registrar of Companies within
14 days from the date of the resolution.
the Articles of Association is valid from the day of passing the resolution by
the Company or at a later date set by the Company in its resolution. With the
exceptions listed under ‘Registrar’s Resolutions’ (below).
- The Articles of Association
- Additional Documents (a Company
that failed to submit legally required reports to the Registrar)
Registrar of Trusts will not be required to answer an application for changing
the Articles of Association of a company that has not fulfilled the reporting
requirements in compliance with the Companies Law during two years prior to the
a company that has not fulfilled the reporting requirements as aforesaid will
submit to the Registrar all the documents it is legally obliged to submit
during the two years prior to the application, as follows:
- Financial reportS
- A list of the five highest paid
- Verbal reports.
- Minutes of Meeting from the
General Meetings supporting the financial and verbal reports.
- Audit Committee recommendations
on the matter of approving the reports by the General Meeting.
The General Meeting’s resolution to change the issues listed below is
subject to the Registrar’s approval:
- The Registrar’s Resolution
resolution is valid from the day of registration by the Registrar.
- Objective set in the Articles of Association;
- Provisions of the Articles of Association regarding the designation of
assets after liquidation;
- Provisions of the Articles of Association which forbid the distribution
Changing public benefit objectives set
out in the Articles of Association, adding or removing thereof, including
provision of the Articles of Associations regarding the designation of assets
which the Registrar does not consider to
be a “related objective” – is subject to a court approval.
Options for receiving
Israeli Corporations Authority – Unit of the Registrar of Associations, 39
Yirmiyahu St., Jerusalem 9446722, P.O. Box 34071, Jerusalem 9134001.
39 Yirmiyahu St., Jerusalem - Migdalei Habira, Building 1, 10th floor.
Days: Sunday, Monday, Wednesday, Thursday; Hours: 8:30 a.m. – 12:30 p.m.
Tuesday - document submission only, in the box (located on the ground
floor of the building).
Up to 45 days from the date
the documents were received.